REG - Avacta Group PLC - Issue of Equity
Yesterday 16:45
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260326:nRSZ3327Ya&default-theme=true
RNS Number : 3327Y Avacta Group PLC 26 March 2026
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES IN THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR").
FOR IMMEDIATE RELEASE
Avacta Group plc
("Avacta" or the "Group" or the "Company")
Proposed Placing via an accelerated bookbuild and Subscription to raise
approximately £10 million
LONDON and PHILADELPHIA - March 26, 2026 - Avacta Therapeutics (AIM: AVCT,
"the Company", "Avacta"), a clinical stage biopharmaceutical company
developing pre|CISION(®), a tumor-activated oncology delivery platform,
today announces a proposed equity placing of approximately 15,000,000 new
ordinary shares of 10 pence each in the capital of the Company ("Ordinary
Shares") (the "Placing Shares") (the "Placing"), together with a subscription
for approximately 873,016 new Ordinary Shares (the "Subscription Shares") (the
"Subscription"), in each case at an issue price of 63 pence per new Ordinary
Share (the "Issue Price"), to raise gross proceeds of approximately £10
million (the "Fundraise").
Background to and reasons for the Fundraise
Avacta is a clinical-stage biopharmaceutical company focused on the
development of its proprietary pre|CISION(®) tumor-activated drug delivery
platform. The Company's second clinical program, AVA6103 (FAP-Exd), is
progressing into clinical development, with dosing expected to commence
imminently. AVA6103 is a pre|CISION(®) peptide drug conjugate (PDC) that is
based on a highly potent topoisomerase I inhibitor, exatecan.
The Board believes that AVA6103 represents a potentially significant
advancement in the delivery of exatecan, utilizing the proprietary
sustained-release pre|CISION(®) PDC technology. This approach is designed to
enhance efficacy while mitigating the severe toxicities historically
associated with exatecan observed in earlier clinical development. The Company
considers that AVA6103 has the potential to validate its novel pre|CISION(®)
sustained release mechanism thereby advancing the opportunity for a large
number of oncology medicines to be available on the platform through the novel
chemistry designs. The clinical trial of AVA6103 is structured to further
validate the preclinical observations of the novel payload delivery kinetics.
Avacta continues to progress the Phase 1b expansion cohorts of faridoxorubicin
(AVA6000). These cohorts have nearly completed enrollment in three
indications: salivary gland cancer (SGC), triple negative breast cancer (TNBC)
and soft tissue sarcoma (STS). The Company will release additional data from
the Phase 1a and Phase 1b cohorts in 1H 2026, updating the efficacy in the
lead indication of SGC as well as the other indications and the cardiac safety
data that led to the removal of the lifetime maximum dosing of
faridoxorubicin. The Board expects these data collectively will solidify the
view of the value of faridoxorubicin.
The net proceeds of the Fundraise are expected to provide further working
capital to progress the Company's research and development programs into early
Q1 2027. In addition, the Fundraise proceeds are expected to provide
sufficient cash runway beyond the initial data read out of the AVA6103
(FAP-Exd) Phase 1a trial, expected in late 2026, which the Board believes will
be a significant milestone for ongoing commercial discussions.
Despite significant interest in AVA6103, the Company's strategy remains to
retain all rights to AVA6103 at least until the Company has sight of the
initial results from the Phase 1a trial.
The program continues to move into clinical development faster than normal
industry timelines.
Director Subscriptions
Richard Hughes, a Non-Executive Director of the Company, intends to subscribe
for 793,651 new Ordinary Shares at the Issue Price, representing an investment
of approximately £500,000. David Bryant, also a Non-Executive Director of the
Company, also intends to subscribe for 79,365 new Ordinary Shares at the Issue
Price, representing an investment of approximately £50,000.
Christina Coughlin, CEO of Avacta, commented:
"The Board's decision to raise funds enables Avacta to continue to retain 100%
ownership of our highly promising programs based on our proprietary
pre|CISION®️ technology and provide us with a cash runway into early Q1
2027. We believe this decision to overwhelmingly be in the long-term interest
of shareholders, such is the potential for our proprietary technology.
"The centers are now open for the Phase 1 trial of our second program AVA6103.
This financing ensures an extended cash runway, as we move towards the
preliminary results from this study in H2 2026, and other important
development milestones expected later this year and early in 2027. These will
include candidate selection for our third pipeline asset, AVA6207, which we
believe is the first-ever dual payload peptide drug conjugate, and we continue
our active interaction with potential partners, in particular for our lead
programs, faridoxorubicin and AVA6103."
The Issue Price represents a discount of approximately 9.35% to the closing
mid-market price of 69.5 pence per Existing Ordinary Share on 25 March 2026,
being the last trading day prior to the publication of this Announcement.
Zeus Capital Limited ("Zeus Capital") is acting as sole broker and sole
bookrunner (the "Bookrunner") in connection with the Placing and
Subscription. The Placing Shares are being offered by way of an accelerated
bookbuild available to qualifying investors (the "Accelerated Bookbuild"),
which will be launched immediately following the release of this Announcement,
in accordance with the terms and conditions set out in Appendix 1 to this
Announcement.
Additional details of the Placing and Subscription
Neither the Placing nor the Subscription have been underwritten.
The timing of the closing of the Accelerated Bookbuild and the allocation of
Placing Shares to be issued at the Issue Price are to be determined at the
discretion of the Company and the Bookrunner.
A further announcement confirming the results of the Accelerated Bookbuild and
further details of the Subscription will be released by the Company following
the close of the Accelerated Bookbuild.
-Ends-
For further information from Avacta, please contact:
Avacta Group plc https://avacta.com/ (https://avacta.com/)
Christina Coughlin, Chief Executive Officer via Cohesion Bureau
Strand Hanson Limited (Nominated Adviser) www.strandhanson.co.uk (http://www.strandhanson.co.uk)
James Harris / Chris Raggett / James Dance
Zeus Capital Limited (Broker) www.zeuscapital.co.uk (http://www.zeuscapital.co.uk)
James Hornigold / Ed Beddows / George Duxberry
Benjamin Robertson / Dominic King / Alex Bartram
Cohesion Bureau avacta@cohesionbureau.com (mailto:avacta@cohesionbureau.com)
Communications / Media / Investors
Richard Jarvis
About Avacta - https://avacta.com/ (https://avacta.com/)
Avacta Therapeutics is a clinical-stage life sciences company expanding the
reach of highly potent cancer therapies through its proprietary pre|CISION(®)
platform. pre|CISION(®) is a payload delivery system based on a
tumor-specific protease (fibroblast activation protein or FAP) that is
designed to concentrate highly potent payloads in the tumor microenvironment
while sparing normal tissues. Avacta's innovative pre|CISION(®) peptide drug
conjugates (PDCs) leverage this tumor-specific release mechanism to provide
unique benefits over traditional antibody drug conjugates, releasing active
payload in the tumor and reducing systemic exposure and toxicity and allowing
dosing to be optimized to deliver the best outcomes for patients.
THE PLACING
The Company is seeking to conditionally place with certain current
shareholders and new investors approximately 15,000,000 Placing Shares at the
Issue Price to raise proceeds of approximately £9.45 million (before fees and
expenses). The Placing is not being underwritten.
The Placing will be utilising the Company's existing share allotment
authorities and powers.
The Issue Price of 63 pence per Placing Share represents a 9.35% discount to
the closing mid-market price per Ordinary Share of 69.5 pence on 25 March
2026, being the last trading day prior to the publication of this
Announcement.
The Placing is conditional upon, inter alia, the Placing Agreement not having
been terminated in accordance with its terms and admission of the new Ordinary
Shares becoming effective.
The Placing Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
Admission.
DETAILS OF THE PLACING AGREEMENT
On 26 March 2026, the Company and Zeus Capital entered into the Placing
Agreement, pursuant to which Zeus Capital agreed, subject to certain
conditions, to use its respective reasonable endeavours to procure subscribers
for the Placing Shares pursuant to the Placing.
The Placing Agreement contains customary representations, warranties and
undertakings and an indemnity from the Company in favour of Zeus Capital,
together with provisions which enable Zeus Capital to terminate the Placing
Agreement in accordance with its terms in certain customary circumstances
prior to Admission.
The obligations of Zeus Capital under the Placing Agreement are conditional,
inter alia, upon Admission occurring by 8.00 a.m. on 7 April 2026 (or such
later date as Zeus Capital and the Company may agree).
The Placing Agreement provides for payment by the Company to Zeus Capital of a
commission of 5.0 per cent. of the capital raised via the Placing, based on
the number of Placing Shares placed by it, multiplied by the Issue Price.
The Company will bear all other expenses of, and incidental to, the Placing,
including the fees of the London Stock Exchange, printing costs, registrar's
fees, and all legal and accounting fees of the Company.
In addition, on 26 March 2026 the Company and Strand Hanson Limited ("Strand
Hanson") entered into a letter containing customary representations,
warranties and undertakings and an indemnity from the Company in favour of
Strand Hanson in respect of the Fundraise and Admission.
THE SUBSCRIPTION
Certain Directors, being Richard Hughes and David Bryant (the "Subscribers"),
have indicated their intention to subscribe for an aggregate amount of
£550,000 through the issue of 873,016 new Ordinary Shares at the Issue Price
pursuant to the Subscription. The Subscription is not being underwritten.
If any of the conditions to the Subscription are not satisfied, the
Subscription Shares will not be issued and any monies received from the
Subscribers will be returned to them.
The Subscription Shares will, when issued and fully paid, rank pari passu in
all respects with the Existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid after the date of
Admission.
The Subscription will be conditional, inter alia, on Admission occurring and
the Placing Agreement not being terminated prior to Admission. Further details
of the Subscription are expected to be announced following closure of the
Accelerated Bookbuild.
RELATED PARTY TRANSACTION
Richard Hughes, a Non-Executive Director of the Company, is an associate of
Zeus Capital being a director and majority shareholder of Zeus Capital.
Accordingly, Zeus Capital is a related party of the Company and the payment of
a 5.0 per cent. commission on the value of the Placing Shares placed by Zeus
Capital, being approximately £472,500 (the "Zeus Commission") pursuant to the
terms of the Placing Agreement, is deemed to be a related party transaction
under Rule 13 of the AIM Rules for Companies.
The independent directors of the Company in respect to the payment of the Zeus
Commission, being Shaun Chliton, Christina Coughlin, Paul Fry, and Mark
Goldberg, consider, having consulted with the Company's Nominated Adviser,
Strand Hanson, that the Zeus Commission is fair and reasonable insofar as
Shareholders are concerned.
Broker Warrants
At the time Zeus Capital was appointed as joint broker to the Company on 30
June 2025, it was agreed that, on raising £20 million, Zeus Capital would be
issued with a warrant to subscribe for 1.0 per cent. of the issued share
capital of the Company at the time the warrant is to be issued, at a price to
be determined by reference to the price of a future capital raise (the
"Warrant"). Having met this fundraising requirement, it is intended that Zeus
Capital will be issued with the Warrant, exercisable for a period of 5 years
from the date of grant, at the Issue Price. Zeus Capital is expected to
undertake not to dispose of any Ordinary Shares issued to it pursuant to the
exercise of the Warrant during the 12 month period immediately following the
date on which the Warrant is issued, and then only in consultation with the
Company.
The agreement to issue the Warrant at the time of Zeus Capital being appointed
broker was a Related Party Transaction pursuant to AIM Rule 13 and should have
been subject to the requisite fairness opinion pursuant to AIM Rule 13 at that
time. It is expected that a fairness opinion pursuant to AIM Rule 13 will be
given at the time the Warrant is issued.
ADMISSION
Application will be made to the London Stock Exchange for the admission of the
Placing Shares and the Subscription Shares to trading on AIM ("Admission"). It
is expected that Admission will take place, and that trading will become
effective and dealings in the new Ordinary Shares will commence on AIM, at
8.00 a.m. on 7 April 2026. The Placing Shares and the Subscription Shares will
be issued fully paid and will rank pari passu in all respects with the
Company's Existing Ordinary Shares.
IMPORTANT NOTICES
This Announcement may contain "forward-looking statements" with respect to
certain of the Company's plans and its current goals and expectations relating
to its future financial condition, performance, strategic initiatives,
objectives and results. These forward-looking statements can be identified
by the use of forward-looking terminology, including the terms "believes",
"estimates", "forecasts", "plans", "prepares", "anticipates", "projects",
"expects", "intends", "may", "will", "seeks", "should" or, in each case, their
negative or other variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions. These
forward-looking statements include all matters that are not historical
facts. They appear in a number of places throughout this Announcement and
include statements regarding the Company's or the Directors' intentions,
beliefs or current expectations concerning, amongst other things, the
Company's prospects, growth and strategy. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
nor the Bookrunner nor any of their respective associates, directors, officers
or advisers undertakes any obligation to update such statements. Comparisons
of results for current and any prior periods are not intended to express any
future trends or indications of future performance, unless expressed as such,
and should only be viewed as historical data.
Strand Hanson, which is authorised and regulated in the United Kingdom by the
FCA, is acting as nominated adviser exclusively for the Company and no one
else in connection with the Placing and the contents of this Announcement and
will not regard any other person (whether or not a recipient of this
Announcement) as its client in relation to the Placing nor will it be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the contents of
this Announcement. Apart from the responsibilities and liabilities, if any,
which may be imposed on Strand Hanson by FSMA or the regulatory regime
established thereunder, Strand Hanson accepts no responsibility whatsoever,
and makes no representation or warranty, express or implied, as to the
contents of this Announcement including its accuracy, completeness or
verification or for any other statement made or purported to be made by it, or
on behalf of it, the Company or any other person, in connection with the
Company and the contents of this Announcement, whether as to the past or the
future. Strand Hanson accordingly disclaims all and any liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to above),
which it might otherwise have in respect of the contents of this Announcement
or any such statement.
Zeus Capital, which is authorised and regulated in the United Kingdom by the
FCA, is acting as broker and sole bookrunner exclusively for the Company and
no one else in connection with the Placing and the contents of this
Announcement and will not regard any other person (whether or not a recipient
of this Announcement) as its client in relation to the Placing nor will it be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the contents of
this Announcement. Apart from the responsibilities and liabilities, if any,
which may be imposed on Zeus Capital by FSMA or the regulatory regime
established thereunder, Zeus Capital accepts no responsibility whatsoever, and
makes no representation or warranty, express or implied, as to the contents of
this Announcement including its accuracy, completeness or verification or for
any other statement made or purported to be made by it, or on behalf of it,
the Company or any other person, in connection with the Company and the
contents of this Announcement, whether as to the past or the future. Zeus
Capital accordingly disclaims all and any liability whatsoever, whether
arising in tort, contract or otherwise (save as referred to above), which it
might otherwise have in respect of the contents of this Announcement or any
such statement.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Bookrunner or by any of its affiliates or agents as to, or in relation
to, the accuracy or completeness of this Announcement or any other written or
oral information made available to or publicly available to any interested
party or its advisers, and any liability therefore is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The new Ordinary Shares to be issued pursuant to the Fundraise will not be
admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
This Announcement has been issued by, and is the sole responsibility of, the
Company.
INFORMATION TO DISTRIBUTORS
UK product governance
This Announcement contains "forward-looking statements" which include all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's future financial condition, economic
performance, revenues, capital expenditures, expenses, losses, prospects,
strategic initiatives, objectives and results. Without limitation, any
statements preceded or followed by, or that include, the words "believes",
"targets", "plans", "estimates", "forecasts", "plans", "prepares",
"anticipates", "projects", "expects", "aims", "intends", "may", "will",
"seeks", "should" or, in each case, their negative or other variations or
comparable terminology are forward-looking statements. These forward-looking
statements are not guarantees of future performance and involve known and
unknown risks, uncertainties and other important factors beyond the control of
the Company (including but not limited to future market conditions,
legislative and regulatory changes, changes in the political, social or
economic framework in which the Company operates) which may cause the actual
result, performance or achievements of the Company or any company, person or
industry, to be materially different from any results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements are based on numerous assumptions regarding the
present and future business strategies of the Company or any such company,
person or industry and the environment in which each will operate in the
future. Investors should not place undue reliance on such forward-looking
statements. All forward-looking statements in this Announcement are based on
information available to the Directors at the date of this Announcement,
unless some other time is specified in relation to them, and the publication
of this Announcement shall not give rise to any implication that there has
been no change in the fact set forth herein since such date. Other than in
accordance with their legal or regulatory obligations (including those set out
in the AIM Rules, the Takeover Code, the POATR and/or FSMA), neither the
Company, nor the Bookrunner nor any of their respective associates, directors,
officers or advisers undertakes any obligation to update publicly or revise
any forward-looking statements (including to reflect any change in
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based). Comparisons of results
for current and any prior periods are not intended to express any future
trends or indications of future performance, unless expressed as such, and
should only be viewed as historical data.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EEA product governance
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in
the European Economic Area (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution channels as
are permitted by MiFID II (the "EU Target Market
Assessment"). Notwithstanding the EU Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The EU Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the EU Target Market Assessment, the Bookrunner will only
procure investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHO ARE:
(A) IF IN A MEMBER STATE ("RELEVANT MEMBER STATE") OF THE EUROPEAN ECONOMIC
AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e)
OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION") ("EEA QUALIFIED
INVESTORS"); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC
OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATR") ("UK QUALIFIED
INVESTORS"), AND WHO ARE ALSO: (I) PERSONS HAVING PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED ("ORDER"); OR (II) PERSONS WHO
FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC) OF THE ORDER; OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT
IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, YOU
REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS
SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE
APPENDICES) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE
SOLICITATION OF AN OFFER TO BUY OR ACQUIRE SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,INTO OR FROM THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSESSIONS, ANY STATE OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A
PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT (INCLUDING THE
APPENDICES) AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE
UNITED STATES. ACCORDINGLY, THE PLACING SHARES WILL BE OFFERED AND SOLD ONLY
OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" (AS SUCH TERM IS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")) PURSUANT TO
REGULATION S AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC
OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED
KINGDOM OR ELSEWHERE.
The distribution of this Announcement and/or the Placing and/or the offer or
sale of the Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken or will be taken by the Company, the Nominated
Adviser, the Bookrunner or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company, the Nominated
Adviser, and the Bookrunner to inform themselves about and to observe any such
restrictions. Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligation to forward a copy of
this Announcement should seek appropriate advice before taking any action.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States.
Each Placee should consult with its own advisers as to legal, financial,
regulatory, tax, business and related aspects of a subscription for the
Placing Shares. The price of shares and any income expected from them may go
down as well as up and Placees may not get back the full amount invested upon
disposal of the shares. Past performance is no guide to future performance.
Placees, including any individuals, funds or others on whose behalf a
commitment to acquire Placing Shares is given, will be deemed: (i) to have
read and understood this Announcement, including this Appendix, in its
entirety; and (ii) to be participating and making an offer for Placing Shares
on the terms and conditions contained herein and to be providing the
confirmations, agreements, representations, warranties, acknowledgements and
undertakings contained in this Appendix.
Details of the Placing Agreement, the Placing Shares and the Accelerated
Bookbuild
Strand Hanson is acting as nominated adviser and Zeus Capital is acting as the
broker and sole bookrunner in connection with the Placing and Admission.
Zeus Capital has today entered into the Placing Agreement with the Company
under which, amongst other things, the Bookrunner has agreed, as agent for and
on behalf of the Company, to use its reasonable endeavours to procure
subscribers for Placing Shares, on the terms and subject to the conditions set
out herein. The final number of Placing Shares will be determined by the
Company and the Bookrunner at the close of the Accelerated Bookbuild and will
be set out in the placing terms (if executed) (the "Placing Terms"). The
timing of the closing of the book and allocations are at the discretion of the
Company and the Bookrunner. Details of the number of Placing Shares will be
announced as soon as practicable after the close of the Accelerated Bookbuild.
The Bookrunner will today commence the Accelerated Bookbuild to determine
demand for participation in the Placing by Placees immediately following the
publication of this Announcement. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing. Members of
the public are not entitled to participate. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares. The Placing is not
being underwritten.
The Bookrunner shall be entitled to effect the Placing by such alternative
method to the Accelerated Bookbuild as it may, in its discretion following
consultation with the Company, determine.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid up and will rank pari
passu in all respects with, and be identical to, the Existing Ordinary Shares,
including the right to receive all dividends and other distributions declared,
made or paid on the Ordinary Shares after the date of issue of the Placing
Shares and will, on issue, be free of all claims, liens, charges and equities.
Participation in, and principal terms of, the Accelerated Bookbuild and
Placing
1. The Bookrunner is arranging the Placing as agent of the
Company for the purpose of procuring Placees at the Issue Price for the
Placing Shares.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Bookrunner. The Bookrunner may (but is not obliged to) agree to be a Placee in
respect of all or some of the Placing Shares or may nominate any member of its
group to do so.
3. The results of the Placing and the number of Placing
Shares will be announced on a Regulatory Information Service following the
completion of the Bookbuild (the "Placing Results Announcement").
4. The Issue Price will be a fixed price of 63 pence per
Placing Share and is payable to the Bookrunner (as agent for the Company) by
all Placees whose bids are successful.
5. The number of Placing Shares to be issued at the Issue
Price will be agreed by the Bookrunner in consultation with the Company
following completion of the Accelerated Bookbuild and will be recorded in
terms of a subscription entered into between the Bookrunner and the Company.
The number of Placing Shares to be issued will be announced by the Company on
a Regulatory Information Service following the completion of the Accelerated
Bookbuild.
6. Except as required by law or regulation, no press
release or other announcement will be made by the Bookrunner or the Company
using the name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written consent.
7. To bid in the Accelerated Bookbuild, Placees should
communicate their bid by telephone or email to their usual sales contact at
the Bookrunner. Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe for at the Issue Price. Bids may be
scaled down by the Bookrunner on the basis described below. The Bookrunner is
arranging the Placing as an agent of the Company.
8. A bid in the Accelerated Bookbuild will be made on the
terms and subject to the conditions in this Appendix and will be legally
binding on the Placee on behalf of which it is made and, except with the
Bookrunner's consent, will not be capable of variation or revocation after the
time at which it is submitted. Following the Bookrunner's oral or written
confirmation of each Placee's allocation and commitment to acquire Placing
Shares, each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Bookrunner (as agent for the Company), to pay
to it (or as the Bookrunner may direct) in cleared funds immediately on the
settlement date, in accordance with the registration and settlement
requirements set out below, an amount equal to the product of the Issue Price
and the number of Placing Shares that such Placee has agreed to subscribe for
and the Company has agreed to allot and issue to that Placee regardless of the
total number of Placing Shares (if any) subscribed for by any other
investor(s). Each prospective Placee's obligations will be owed to the Company
and the Bookrunner.
9. The Accelerated Bookbuild is expected to close later
today but may close later subject to the agreement of the Bookrunner and the
Company.
10. The Bookrunner is acting exclusively for the Company and
no one else in connection with the matters referred to in this Announcement
and will not be responsible to anyone other than the Company for protections
afforded to its customers nor for providing advice in relation to the matters
described in this Announcement or any matter, transaction or arrangement
referred to in it.
11. The Bookrunner may choose to accept bids, either in whole
or in part, on the basis of allocations determined in consultation with the
Company and may scale down any bids for this purpose on such basis as they may
determine or be directed. The Bookrunner may also, notwithstanding
paragraphs 8 and 9 above, subject to the prior consent of the Company:
i. allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and
ii. allocate Placing Shares after the Accelerated Bookbuild has
closed to any person submitting a bid after that time.
12. The Company reserves the right (upon agreement with the
Bookrunner) to reduce or seek to increase the amount to be raised pursuant to
the Placing at its discretion.
13. Allocations of the Placing Shares will be determined by
the Bookrunner in its discretion after consultation with the Company in
accordance with the FCA Handbook Conduct of Business Sourcebook (COBS).
Allocations will be confirmed (either orally or in writing) by the Bookrunner
and a form of confirmation will be despatched as soon as possible thereafter.
The terms and conditions of this Appendix will be deemed incorporated therein.
The Bookrunner's confirmation to such Placee will constitute an irrevocable
legally binding commitment upon such person (who will at that point become a
Placee), in favour of the Bookrunner and the Company, to subscribe for the
number of Placing Shares allocated to it and to pay the Issue Price in respect
of such shares on the terms and conditions set out in this Appendix and in
accordance with the Company's articles of association.
14. Irrespective of the time at which a Placee's
allocation(s) pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be required to be
made at the relevant time, on the basis explained below under "Registration
and settlement".
15. All obligations of the Bookrunner under the Accelerated
Bookbuild and the Placing will be subject to fulfilment or (where applicable)
waiver of the conditions referred to below under "Conditions of the Placing"
and to the Placing not being terminated on the basis referred to below under
"Right to terminate under the Placing Agreement".
16. By participating in the Accelerated Bookbuild and the
Placing, each Placee will agree that its rights and obligations in respect of
the Placing will terminate only in the circumstances described below under
"Right to terminate under the Placing Agreement" and will not be capable of
rescission or termination by the Placee.
17. To the fullest extent permissible by law and applicable
FCA rules and regulations, neither:
(a) the Bookrunner;
(b) the Company;
(c) any of their respective affiliates, agents, directors,
officers or employees
("Representatives"); nor
(d) to the extent not contained within (a) or (b) or (c), any
person connected with the Bookrunner as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of the Bookrunner),
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular, neither the
Bookrunner, the Company, nor any of their respective Representatives shall
have any responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of the conduct of the Accelerated
Bookbuild and/or the Placing or of such alternative method of effecting the
Placing as the Bookrunner and the Company may determine. Each Placee
acknowledges and agrees that the Company is responsible for the allotment of
the Placing Shares to the Placees and the Bookrunner shall have no liability
to the Placees for any failure by the Company to fulfil those obligations.
18. The Placing Shares will be allotted and issued subject to
the terms and conditions of this Appendix and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will continue
notwithstanding any amendment that may in future be made to the terms and
conditions of the Placing and Placees will have no right to be consulted or
require that their consent be obtained with respect to the Company's or the
Bookrunner's conduct of the Placing.
19. The times and dates in this Announcement may be subject
to amendment. The Bookrunner shall notify the Placees and any person acting on
behalf of the Placees of any such changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The Bookrunner's
obligations under the Placing Agreement in respect of the Placing Shares are
conditional on, inter alia:
(a) the Placing Terms having been executed by the Company
and the Bookrunner;
(b) the publication by the Company of the Placing Results
Announcement through a Regulatory Information Service as soon as reasonably
practicable following the execution of the Placing Terms;
(c) the Company not being in breach of any of its
obligations and undertakings under the Placing Agreement which fall to be
performed or satisfied prior to Admission save to the extent such breach, in
the opinion of the Bookrunner (acting in good faith), is not material;
(d) each of the warranties given by the Company contained in
the Placing Agreement being true, accurate and not misleading: (i) as at the
date of the Placing Agreement; (ii) as at the time of the execution of the
Placing Terms; and (iii) as at and on Admission, in each case, as though they
had been given and made at such times and on such dates by reference to the
facts and circumstances from time to time subsisting;
(e) no matter having arisen prior Admission in respect of
which indemnification or contribution might, in the opinion of the Bookrunner
(acting in good faith), reasonably be expected to be sought under the Placing
Agreement;
(f) the Company having allotted, subject only to
Admission, the Fundraise Shares in accordance with the Placing Agreement;
(g) Admission occurring no later than 8.00 am on 7 April
2026 (or such later time and/or date the Company and the Bookrunner may
agree),
(each a "Closing Condition").
If, at Admission, any of the Closing Conditions is not fulfilled or, where
permitted, waived or extended by the Bookrunner in accordance with the Placing
Agreement, the Placing will lapse and the Placees rights and obligations
hereunder in relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by or on behalf of the
Placee (or any person on whose behalf the Placee is acting) in respect
thereof.
The Bookrunner may, at its discretion and upon such terms and conditions as it
thinks fit, waive satisfaction of certain of the Closing Conditions (save that
Conditions (a), (b), (f) and 2(g) cannot be waived) or extend the time
provided for their satisfaction. Any such waiver or extension will not affect
Placees' commitments as set out in this Announcement.
Neither the Bookrunner nor any of its respective affiliates nor the Company
shall have any liability to any Placee (or to any other person whether acting
on behalf of a Placee or otherwise) in respect of any decision they may make
as to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing, nor for any decision they may
make as to the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Bookrunner.
Right to terminate under the Placing Agreement
The Bookrunner, in its absolute discretion acting in good faith, may prior to
Admission terminate the Placing Agreement in accordance with its terms in the
event that certain circumstances arise at any time prior to Admission,
including, among other things:
(a) any statement in any document or announcement issued or
published by or on behalf of the Company in connection with the Fundraise is
or has become untrue, inaccurate or misleading in any respect, or any matter
has arisen which would, if such document or announcement had been issued at
that time, constitute an inaccuracy or omission from such document or
announcement;
(b) there has been a breach by the Company of any of its
obligations under the Placing Agreement save for any breach which, in the
opinion of the Bookrunner (acting in good faith), is not material;
(c) there has been a breach by the Company of any of the
warranties or representations contained in the Placing Agreement or any of
such warranties or representations is not, or ceases to be, true, accurate and
not misleading;
(d) there has been a breach of any provision of any
Subscription Letter or a waiver of any of the conditions thereto save for any
breach which, in the opinion of the Bookrunner (acting in good faith), is not
material;
(e) in the opinion of the Bookrunner (acting in good faith),
there has been a Material Adverse Change whether or not foreseeable at the
date of the Placing Agreement;
(f) upon the occurrence of certain force majeure events
(including any escalation of the war in the Middle East); or
(g) if the Company's application for Admission is withdrawn
or refused by the London Stock Exchange or, in the opinion of the Bookrunner
(acting in good faith), will not be granted.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no claim may
be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and the
Bookrunner that the exercise or non-exercise by the Bookrunner of any right of
termination or other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Bookrunner or for agreement
between the Company and the Bookrunner and that neither the Company nor the
Bookrunner need make any reference to, or consult with, Placees and that none
of the Company, the Bookrunner nor any of their respective affiliates or its
or their respective Representatives shall have any liability to Placees
whatsoever in connection with any such exercise or failure to so exercise or
otherwise.
Placees agree that they will have no rights against the Bookrunner, the
Company or any of their respective Representatives under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No offering document or
prospectus has been or will be submitted to be approved by the FCA or
submitted to the London Stock Exchange in relation to the Placing or the
Placing Shares.
Placees' commitments will be made solely on the basis of (i) publicly
available information announced through a Regulatory Information Service by or
on behalf of the Company on or prior to the date of this Announcement, (ii)
the information contained in this Announcement and (iii) business and
financial information published in accordance with the rules and practices
under the AIM Rules and UK MAR (together, the "Publicly Available
Information") and subject to the further terms set forth in the form of
confirmation.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any other information (other than
Publicly Available Information), representation, warranty or statement made by
or on behalf of the Company, the Nominated Adviser or the Bookrunner or any
other person and none of the Company, the Nominated Adviser, the Bookrunner
nor any other person acting on such person's behalf nor any of their
respective Representatives has or shall have any liability for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have obtained or
received. Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing. No Placee should consider any
information in this Announcement to be legal, tax or business advice. Nothing
in this paragraph shall exclude the liability of any person for fraud or
fraudulent misrepresentation by that person.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM. It is expected that Admission will take
place at 8.00 a.m. on 7 April 2026 (or such later time or date as the Company
and the Bookrunner may agree, not being later than the Final Date) and that
dealings in the Placing Shares on AIM will commence at the same time.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, subject to certain exceptions. Settlement
within CREST is expected to occur on 7 April 2026 ("Settlement Date").
Settlement will take place on a delivery versus payment basis. However, the
Bookrunner and the Company reserve the right to require settlement for, and
delivery of, the Placing Shares (or any part thereof) to Placees by such other
means that they deem necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the Placee's
jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a form of
confirmation in accordance with the standing arrangements in place with the
Bookrunner stating the number of Placing Shares allocated to it at the Issue
Price, the aggregate amount owed by such Placee to the Bookrunner and
settlement instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions in respect of the
Placing Shares that it has in place with the Bookrunner.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
SONIA as determined by the Bookrunner.
Subject to the conditions set out above, payment in respect of the Placees'
allocations is due as set out below. Each Placee should provide its settlement
details in order to enable instructions to be successfully matched in CREST.
The relevant settlement details for the Placing Shares are as follows:
CREST Participant ID of Zeus Capital: 601
Expected trade time and date: 8.00 a.m. on 27 March 2026
Settlement date: 8.00 a.m. on 7 April 2026
ISIN code for the Placing Shares: GB00BYYW9G87
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Bookrunner may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the Bookrunner's account and benefit (as agent of the Company), an amount
equal to the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties) or other
similar taxes imposed in any jurisdiction which may arise upon the sale of
such Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares, such Placee confers on the Bookrunner all such authorities and
powers necessary to carry out such sale and agrees to ratify and confirm all
actions which the Bookrunner lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to United Kingdom
stamp duty or stamp duty reserve tax. If there are any circumstances in which
any United Kingdom stamp duty or stamp duty reserve tax or other similar taxes
or duties (including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or delivery of
the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp
duty reserve tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), none of the Nominated Adviser, the
Bookrunner nor the Company shall be responsible for payment thereof.
Placees will not be entitled to any fee or commission in connection with the
Placing.
Representations, warranties, undertakings and further terms
By submitting a bid in the Accelerated Bookbuild, each Placee (including any
prospective Placee, and any person acting on such Placee's or prospective
Placee's behalf) irrevocably confirms, represents, warrants, acknowledges,
agrees and undertakes (as the case may be) with the Company and the Bookrunner
(in its capacity as broker and placing agent of the Company in respect of the
Placing) in each case as a fundamental term of its application for Placing
Shares, that:
1. it has read and understood this Announcement (including
this Appendix) in its entirety and that its participation in the Accelerated
Bookbuild and the Placing and its subscription for and purchase of the Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements, agreements and
undertakings and other information contained herein and it undertakes not to
redistribute or duplicate this Announcement;
2. its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any circumstances;
3. no offering document, admission document or prospectus
has been or will be prepared in connection with the Placing (nor is one
required under the Prospectus Regime or other applicable law) and that it has
not received and will not receive a prospectus, admission document or other
offering document in connection with Admission, the Accelerated Bookbuild, the
Placing, the Company, the Placing Shares or otherwise;
4. the Placing does not constitute a recommendation or
financial product advice and the Nominated Adviser and the Bookrunner has not
had regard to its particular objectives, financial situation or needs;
5. none of the Nominated Adviser, the Bookrunner, the
Company nor any of their respective Representatives has provided, nor will
provide, it with any material regarding the Placing Shares or the Company
other than this Announcement; nor has it requested any of the Nominated
Adviser, the Bookrunner, the Company, any of their respective affiliates or
any person acting on behalf of any of them to provide it with any such
information;
6. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this Announcement and any
information publicly announced to a Regulatory Information Service by or on
behalf of the Company on or prior to the date of this Announcement (the
"Publicly Available Information"); (ii) the Ordinary Shares are admitted to
trading on AIM and the Company is therefore required to publish certain
business and financial information in accordance with the rules and practices
of AIM and UK relevant regulatory authorities (the "Exchange Information"),
which includes a description of the nature of the Company's business, most
recent balance sheet and profit and loss account, and similar statements for
preceding years, and it has reviewed such Exchange Information as it has
deemed necessary or that it is able to obtain or access the Exchange
Information without undue difficulty; and (iii) it has had access to such
financial and other information (including the business, financial condition,
prospects, creditworthiness, status and affairs of the Company, the Placing
and the Placing Shares, as well as the opportunity to ask questions)
concerning the Company, the Placing and the Placing Shares as it has deemed
necessary in connection with its own investment decision to acquire any of the
Placing Shares and has satisfied itself that the information is still current
and relied on that investigation for the purposes of its decision to
participate in the Placing;
7. (i) neither the Company, the Nominated Adviser nor the
Bookrunner nor any of their respective affiliates has made any warranties or
representations to it, express or implied, with respect to the Company, the
Placing and the Placing Shares or the accuracy, completeness or adequacy of
the Publicly Available Information or the Exchange Information, and each of
them expressly disclaims any liability in respect thereof; and (ii) it will
not hold the Bookrunner or any of their respective affiliates responsible for
any misstatements in or omissions from any Publicly Available Information or
any Exchange Information. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
8. the content of this Announcement and the Publicly
Available Information is exclusively the responsibility of the Company and
that none of the Nominated Adviser, the Bookrunner, any persons acting on
their behalf nor any of their respective affiliates has or shall have any
liability for any information, representation, warranty or statement relating
to the Company contained in, or omission from, this Announcement or any
Publicly Available Information, nor will they be liable for any Placee's
decision to participate in the Placing based on any information,
representation, warranty or statement contained in this Announcement, the
Publicly Available Information or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is entitled to rely
and on which such Placee has relied in committing itself to acquire the
Placing Shares is contained in this Announcement and any Publicly Available
Information including (without limitation) the Exchange Information, such
information being all that it deems necessary and/or appropriate to make an
investment decision in respect of the Placing Shares and that it has neither
received nor relied on any other information given, investigation made or
representations, warranties or statements made by the Bookrunner or the
Company or any of their respective affiliates or any of their respective
Representatives or any person acting on their behalf and neither the
Bookrunner nor the Company nor any of their respective affiliates nor any of
their respective Representatives will be liable for any Placee's decision to
accept an invitation to participate in the Placing based on any other
information, representation, warranty or statement;
9. it, and any prospective beneficial owner for whose
account or benefit it is purchasing the Placing Shares, is and, at the time
the Placing Shares are subscribed for, will be located outside the United
States and is acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the Securities Act;
10. it has not been offered to purchase or subscribe for
Placing Shares by means of any "directed selling efforts" as defined in
Regulation S of the Securities Act;
11. it understands that the Placing Shares:
(a) have not been and will not be registered or otherwise
qualified for distribution by way of a prospectus under the securities laws of
the United States, Australia, Canada, Japan, the Republic of South Africa, or
any state, province, territory or jurisdiction thereof;
(b) may not be offered, sold, taken up, renounced, distributed
or delivered or transferred, directly or indirectly, within, into or from the
above jurisdictions or any jurisdiction (subject to certain exceptions) in
which it would be unlawful to do so and no action has been or will be taken by
any of the Company, the Nominated Adviser, the Bookrunner or any person acting
on behalf of the Company or, the Nominated Adviser or the Bookrunner that
would, or is intended to, permit a public offer of the Placing Shares in the
United States, Australia, Canada, Japan, the Republic of South Africa or any
country or jurisdiction, or any state, province, territory or jurisdiction
thereof, where any such action for that purpose is required;
12. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed for, neither it nor the
beneficial owner of the Placing Shares will be, a resident of, nor have an
address in, Australia, Japan, the Republic of South Africa or any province or
territory of Canada or any other jurisdiction in which it is unlawful to make
or accept an offer to acquire the placing shares;
13. it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:
(a) in an offshore transaction in accordance with Rules 903 or
904 of Regulation S under the Securities Act; or
(b) pursuant to another exemption from registration under the
Securities Act, if available,
and in each case in accordance with all applicable securities laws of the
states of the United States and other jurisdictions;
14. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act or with any regulatory
authority of any other state or other jurisdiction of the United States and
may not be offered, sold or resold in or into or from the United States or to,
or for the account or benefit of, US Persons (as defined in Regulation S)
except pursuant to an effective registration under the Securities Act, or
pursuant to an exemption from the registration requirements of the Securities
Act and in accordance with applicable state securities laws;
15. it will not distribute, forward, transfer or otherwise
transmit this Announcement, or any other presentational or other materials
concerning the Placing, directly or indirectly, whether in whole or in part,
in, into or from the United States, Australia, Canada, Japan or the Republic
of South Africa (including electronic copies thereof);
16. it understands that there may be certain consequences
under United States and other tax laws resulting from an investment in the
Placing and it has made such investigation and has consulted its own
independent advisers or otherwise has satisfied itself concerning, without
limitation, the effects of United States federal, state and local income tax
laws and foreign tax laws generally;
17. it:
(a) has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks of
subscribing for or purchasing the Placing Shares;
(b) will not look to the Nominated Adviser or the Bookrunner
for all or part of any loss it may suffer as a result of any such subscription
or purchase;
(c) is experienced in investing in securities of this nature
in this sector and is aware that it may be required to bear, and is able to
bear, the economic risk of an investment in the Placing Shares;
(d) is able to sustain a complete loss of an investment in the
Placing Shares; and
(e) has no need for liquidity with respect to its investment
in the Placing Shares;
18. the issue to it, or the person specified by it, for
registration as holder, of the Placing Shares will not give rise to a stamp
duty or stamp duty reserve tax liability under (or at a rate determined under)
any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts
and clearance services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;
19. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 (as amended) and all related or similar rules,
regulations or guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money Laundering
Sourcebook of the FCA (together, the "Money Laundering Regulations") and, if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Money Laundering Regulations;
20. it is not:
(a) an entity or an individual with whom transactions are
prohibited under the US Foreign Corrupt Practices Act of 1977 or is the
subject of any economic sanction programmes administered by, or regulations
promulgated by, the Office of Foreign Assets Control of the U.S. Department of
the Treasury;
(b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(c) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United Nations
or other applicable law,
(together with the Money Laundering Regulations, the "Regulations") and if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to the Bookrunner
such evidence, if any, as to the identity or location or legal status of any
person which they may request from it in connection with the Placing (for the
purpose of complying with the Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or otherwise)
in the form and manner requested by the Bookrunner on the basis that any
failure by it to do so may result in the number of Placing Shares that are to
be acquired by it or at its direction pursuant to the Placing being reduced to
such number, or to nil, as the Bookrunner may decide at their sole discretion;
21. in order to ensure compliance with the Regulations, the
Bookrunner (for itself and as agent on behalf of the Company), or the
Company's registrars (the "Registrars") may, in their absolute discretion,
require verification of its identity, location or legal status. Pending the
provision to the Bookrunner or the Registrars, as applicable, of evidence of
identity, location or legal status, definitive certificates in respect of the
Placing Shares may be retained at the Bookrunner's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in uncertificated form
may be delayed in either of the Bookrunner's or the Registrars', as the case
may be, absolute discretion. If within a reasonable time after a request for
verification of identity, location or legal status, the Bookrunner (for itself
and as agent on behalf of the Company), or the Registrars have not received
evidence satisfactory to them, either the Bookrunner and/or the Company may,
at its absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on the conditional allocation of
Placing Shares allotment will, if already paid, be returned without interest
to the account of the drawee's bank from which they were originally debited;
22. it irrevocably appoints any duly authorised officer of the
Bookrunner as its agent for the purpose of executing and delivering to the
Company and/or the Registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares for which it
agrees to acquire upon the terms of this Announcement;
23. its participation in the Placing would not give rise to an
offer being required to be made by it, or any person with whom it is acting in
concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;
24. it is acting as principal only in respect of the Placing
or, if it is acting for any other person: (i) it is duly authorised to do so
and has full power to make the acknowledgements, warranties, representations,
confirmations, undertakings, and agreements and give the indemnities herein on
behalf of each such person; and (ii) it is and will remain liable to the
Company and/or the Bookrunner for the performance of all its obligations as a
Placee in respect of the Placing (regardless of the fact that it is acting for
another person). Each Placee agrees that the provisions of this paragraph
shall survive the resale of the Placing Shares by or on behalf of any person
for whom it is acting;
25. if it is a financial intermediary, as that term is used in
Article 2(d) of the EU Prospectus Regulation or Regulation 7(4) of POATR, as
applicable, it understands the resale and transfer restrictions set out in
this Appendix and that any Placing Shares acquired by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other than an
offer or resale in a member state of the EEA to EEA Qualified Investors or in
the United Kingdom to Relevant Persons;
26. f it is in the United Kingdom, it is a person (i) having
professional experience in matters relating to investments who falls within
the definition of "investment professionals" in Article 19(5) of the Order or
(ii) who falls within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order, or (iii) to whom it may
otherwise lawfully be communicated;
27. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA, except to EEA Qualified Investors or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in any member state in the EEA within the meaning of
Article 2(d) of the EU Prospectus Regulation;
28. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to UK Qualified
Investors or otherwise in circumstances which have not resulted and which will
not result in an offer of relevant securities to the public in the United
Kingdom within the meaning of Regulation 7 of POATR;
29. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or a member state of the EEA
prior to the expiry of a period of six months from Admission except to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and which will
not result in an offer of relevant securities to the public in the United
Kingdom within the meaning of Regulation 7 of POATR, or an offer to the public
in any member state of the EEA within the meaning of the EU Prospectus
Regulation;
30. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of the
FSMA) relating to the Placing Shares in circumstances in which section 21(1)
of the FSMA does not require approval of the communication by an authorised
person and it acknowledges and agrees that this Announcement has not been
approved by the Bookrunner in its capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as financial promotion by an
authorised person;
31. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to the
Placing Shares (including all applicable provisions of the FSMA, the Criminal
Justice Act 1993 and UK MAR) with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving the United Kingdom;
32. unless otherwise specifically agreed with the Nominated
Adviser and the Bookrunner in writing, in the case of a Relevant Person in the
United Kingdom who acquires any Placing Shares pursuant to the Placing, it is
a 'Qualified Investor' within the meaning of paragraph 15 of Schedule 1 of
POATR and in the case of a Relevant Person in a member state of the EEA who
acquires any Placing Shares pursuant to the Placing, that it is a 'Qualified
Investor' within the meaning of Article 2(e) of the EU Prospectus Regulation;
33. if in the United Kingdom, unless otherwise agreed by the
Bookrunner, it is a "professional client" or an "eligible counterparty" within
the meaning of Chapter 3 of COBS and it is acquiring Placing Shares for
investment only and not with a view to resale or distribution;
34. neither it nor, as the case may be, its clients expect the
Bookrunner to have any duties or responsibilities to such persons similar or
comparable to the duties of "best execution" and "suitability" imposed by
COBS, and that the Bookrunner is not acting for it or its clients, and that
the Bookrunner will not be responsible for providing the protections afforded
to clients of the Bookrunner or for providing advice in respect of the
transactions described in this Announcement;
35. it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant jurisdictions which
apply to it and that it has fully observed such laws and obtained all such
governmental and other guarantees, permits, authorisations, approvals and
consents which may be required thereunder and complied with all necessary
formalities to enable it to commit to this participation in the Placing and to
perform its obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary consents
and authorities to agree to the terms set out or referred to in this Appendix)
and will honour such obligations and that it has not taken any action or
omitted to take any action which will or may result in the Nominated Adviser,
the Bookrunner, the Company or any of their respective directors, officers,
agents, employees or advisers acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the Placing;
36. it (and any person acting on its behalf) will make payment
in respect of the Placing Shares allocated to it in accordance with the terms
and conditions of this Announcement (including this Appendix) on the due time
and date set out herein, failing which the relevant Placing Shares may be
placed with other persons or sold as the Bookrunner may each in its sole
discretion determine and without liability to such Placee, who will remain
liable for any amount by which the net proceeds of such sale fall short of the
product of the Issue Price and the number of Placing Shares allocated to it
and may be required to bear any stamp duty, stamp duty reserve tax or other
similar taxes (together with any interest or penalties) which may arise upon
such placing or sale of such Placee's Placing Shares on its behalf;
37. none of the Nominated Adviser, the Bookrunner, nor any of
their respective Representatives nor any person acting on behalf of any of
them is making any recommendations to it or advising it regarding the
suitability of any transactions it may enter into in connection with the
Placing and that its participation in the Placing is on the basis that it is
not and will not be a client of either the Nominated Adviser or the Bookrunner
in connection with its participation in the Placing and that neither the
Nominated Adviser nor the Bookrunner have any duty nor responsibility to it
for providing the protections afforded to their clients or customers or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of their rights
and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
38. the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the case may be.
None of the Nominated Adviser, the Bookrunner nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax or other
similar taxes resulting from a failure to observe this requirement or the
requirement in paragraph 18 above ("Indemnified Taxes"); each Placee and any
person acting on behalf of such Placee agrees to indemnify the Company, the
Nominated Adviser and the Bookrunner, on an after-tax basis, in respect of any
Indemnified Taxes;
39. indemnify on an after tax basis and hold the Company, the
Nominated Adviser, the Bookrunner and each of their respective Representatives
harmless from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any breach of
its representations, warranties, acknowledgements, agreements and undertakings
in this Appendix or incurred by the Bookrunner, the Company or each of their
respective Representatives arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees that the
provisions of this Appendix shall survive after completion of the Placing;
40. except as set out in paragraph 41 below, it has neither
received nor relied on any 'inside information' (for the purposes of UK MAR
and section 56 of the Criminal Justice Act 1993) concerning the Company prior
to or in connection with accepting the invitation to participate in the
Placing and is not purchasing Placing Shares on the basis of material
non-public information;
41. if it has received any 'inside information' (for the
purposes of UK MAR and section 56 of the Criminal Justice Act 1993 or other
applicable law) in relation to the Company and its securities in advance of
the Placing, it has received such information within the market soundings
regime provided for in Article 11 of UK MAR and associated delegated
regulations and it has not: (i) dealt (or attempted to deal) in the securities
of the Company; (ii) encouraged, recommended or induced another person to deal
in the securities of the Company; or (iii) unlawfully disclosed inside
information to any person, prior to the information being made publicly
available;
42. if it is a pension fund or investment company, its
purchase of Placing Shares is in full compliance with applicable laws and
regulations;
43. the Company, the Nominated Adviser, the Bookrunner and
their respective Representatives and others will rely upon the truth and
accuracy of the foregoing representations, warranties, acknowledgements,
agreements, and undertakings which are given to the Company, the Nominated
Adviser and the Bookrunner for themselves and on behalf of the Company and are
irrevocable and it irrevocably authorises the Company, the Nominated Adviser
and the Bookrunner to produce this Announcement, pursuant to, in connection
with, or as may be required by, any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect to the
matters set forth herein. It agrees that if any of the acknowledgements,
representations, warranties, undertakings and agreements made in connection
with its subscribing and/or acquiring of Placing Shares is no longer accurate,
it shall promptly notify the Company, the Nominated Adviser and the
Bookrunner;
44. none of the Company, the Nominated Adviser or the
Bookrunner owes any fiduciary or other duties to any Placee in respect of any
acknowledgments, confirmations, undertakings, representations, warranties or
indemnities in the Placing Agreement;
45. its commitment to take up Placing Shares on the terms set
out in this Announcement (including this Appendix) will continue
notwithstanding any amendment that may or in the future be made to the terms
and conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's, the Nominated Adviser's or the Bookrunner's conduct of the Placing;
46. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares to which it will be entitled, and required,
to subscribe for, and that the Nominated Adviser, the Bookrunner or the
Company may call upon it to subscribe for a lower number of Placing Shares (if
any), but in no event in aggregate more than the aforementioned maximum;
47. a communication that the Placing or the book is "covered"
(i.e. indicated demand from investors in the book equals or exceeds the amount
of the securities being offered) is not any indication or assurance that the
book will remain covered or that the Placing and securities will be fully
distributed by Zeus Capital. Zeus Capital reserves the right to take up a
portion of the securities in the Placing as a principal position at any stage
at its sole discretion, among other things, to take account of the Company's
objectives, MiFID II requirements and/or its allocation policies;
48. it has the funds available to pay for the Placing Shares
for which it has agreed to subscribe;
49. time is of essence as regards its obligations under this
Appendix;
50. it may be asked to disclose in writing or orally to the
Bookrunner: (i) if he or she is an individual, his or her nationality; or (ii)
if he or she is a discretionary fund manager, the jurisdiction in which the
funds are managed or owned;
51. information provided by it to the Company and the
Registrar will be stored on the Company's and/or the Registrars' computer
system(s), and acknowledges and agrees that for the purposes of the General
Data Protection Regulation (EU) 2016/679 and other relevant data protection
legislation which may be applicable ("Data Protection Law"), the Company and
the Registrars are required to specify the purposes for which they will hold
personal data; and that it has obtained the consent of any data subjects to
the Registrars and the Company and their respective associates holding and
using their personal data for the Purposes (as defined below). For the
purposes of this Announcement, "data subject", "personal data" and "sensitive
personal data" shall have the meanings attributed to them in the Data
Protection Law. The Company and the Registrars will only use such information
for the purposes set out below (collectively, the "Purposes"), being to:
(a) process its personal data (including sensitive personal
data) as required by or in connection with its holding of Ordinary Shares,
including processing personal data in connection with credit and money
laundering checks on it;
(b) communicate with it as necessary in connection with its
affairs and generally in connection with its holding of Ordinary Shares;
(c) provide personal data to such third parties as the Company
or the Registrars may consider necessary in connection with its affairs and
generally in connection with its holding of Ordinary Shares or as the Data
Protection Law may require, including to third parties outside the United
Kingdom or the EEA;
(d) without limitation, provide such personal data to the
Company or the Nominated Adviser or the Bookrunner for processing,
notwithstanding that any such party may be outside the United Kingdom or the
EEA States; and
(e) process its personal data for the Company's or Registrars'
internal administration; and
52. these terms and conditions and any agreements entered into
by it pursuant to the terms and conditions set out in this Appendix, and all
non-contractual or other obligations arising out of or in connection with
them, shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract (including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract), except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
any of the Company, the Nominated Adviser or the Bookrunner in any
jurisdiction in which the relevant Placee is incorporated or in which any of
its securities have a quotation on a recognised stock exchange.
The foregoing representations, warranties, agreements, undertakings,
acknowledgements and confirmations are given for the benefit of the Company as
well as the Nominated Adviser and the Bookrunner, and are irrevocable.
Miscellaneous
The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax in the United Kingdom relates only to their allotment and
issue to Placees, or such persons as they nominate as their agents, direct
from the Company for the Placing Shares in question. Such agreement also
assumes that the Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares, stamp duty or
stamp duty reserve tax or other similar taxes may be payable, the Placee
agrees that it shall be responsible for such stamp duty or stamp duty reserve
tax and none of the Company, the Nominated Adviser or the Bookrunner will be
responsible for such stamp duty or stamp duty reserve tax. The Placees shall
indemnify the Company, the Nominated Adviser and the Bookrunner on an
after-tax basis for any stamp duty or stamp duty reserve tax paid by them in
respect of any such arrangements or dealings. If this is the case, each Placee
should seek its own advice and notify the Bookrunner accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the United Kingdom by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them to acquire
any Placing Shares.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Bookrunner and any of its affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares or by nominating any connected or associated person to do so.
When a Placee or person acting on behalf of the Placee is dealing with the
Bookrunner, any money held in an account with the Bookrunner on behalf of a
Placee and/or any person acting on behalf of a Placee will not be treated as
client money within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a consequence, this
money will not be segregated from the Bookrunner's money in accordance with
the client money rules and will be used by the Bookrunner in the course of its
own business and the Placee will rank only as a general creditor of the
Bookrunner.
The rights and remedies of the Bookrunner and the Company under these terms
and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise or
partial exercise of one will not prevent the exercise of others.
All times and dates in this Announcement are references to London (UK) time
and may be subject to amendment. The Bookrunner shall notify the Placees and
any person acting on behalf of the Placees of any changes.
In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, the Nominated Adviser, the Bookrunner or their respective
Representatives pursuant to this Announcement where the payment (or any part
thereof) is chargeable to any tax, a basis such that the amount so payable
shall be increased so as to ensure that after taking into account any tax
chargeable (or which would be chargeable but for the availability of any
relief unrelated to the loss, damage, cost, charge, expense or liability
against which the indemnity is given on such amount (including on the
increased amount)) there shall remain a sum equal to the amount that would
otherwise have been so payable.
APPENDIX 2
DEFINITIONS
"Accelerated Bookbuild" has the meaning given to it in this Announcement
"Admission" admission of the Placing Shares to trading on AIM becoming effective in
accordance with the AIM Rules, which is expected to occur at 8.00 a.m. on 7
April 2026
"AIM" AIM, a market operated by the London Stock Exchange
"AIM Rules" the AIM rules for Companies published by London Stock Exchange
"Board" the board of directors of the Company from time to time
"Bookrunner" Zeus Capital, in its capacity as broker to the Company
"Business Day" a day (other than a Saturday or Sunday) on which commercial banks are open for
general business in London, England
"COBS" the FCA's Conduct of Business Sourcebook
"Company" or " Avacta" Avacta Group plc (registered number 04748597) and, where the context so
admits, Avacta Group plc and its subsidiary undertakings
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Participant" a person who is, in relation to CREST, a system-participant (as defined in the
CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
"Directors" the directors of the Company
"Enlarged Share Capital" the issued ordinary share capital of the Company immediately following
Admission
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"Existing Ordinary Shares" the Ordinary Shares in issue at the date of this Announcement
"Financial Conduct Authority" or "FCA" the Financial Conduct Authority of the UK
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Final Date" 21 April 2026
"Fundraise" the Placing and the Subscription
"Fundraise Shares" the Placing Shares and the Subscription Shares
"Issue Price" 63 pence per Fundraise Share
"London Stock Exchange" London Stock Exchange plc
"Material Adverse Change" has the meaning given to such term in the Placing Agreement
"MiFID II" means EU Directive 2014/65/EU as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 (as amended)
"Nominated Adviser" Strand Hanson, in its capacity as nominated adviser to the Company
"Ordinary Shares" ordinary shares of £0.10 each in the capital of the Company
"Placee" a person who chooses to participate in the Placing by making an oral or
written offer to acquire Placing Shares (including any individuals, funds or
others on whose behalf a commitment to acquire Placing Shares is given)
"Placing" the proposed conditional placing of the Placing Shares at the Issue Price by
way of the Accelerated Bookbuild
"Placing Agreement" the conditional agreement dated 26 March 2026 and made between Zeus Capital
and the Company in relation to the Fundraise
"Placing Shares" approximately 15,000,000 new Ordinary Shares to be issued by the Company at
the Issue Price pursuant to the Placing
"Placing Results Announcement" has the meaning given to it in Appendix I to this Announcement
"Placing Terms" has the meaning given to it in Appendix I to this Announcement
"Prospectus Regime" means POATR and the FCA's Prospectus Rules: Admission to Trading on a
Regulated Market sourcebook, (as amended)
"POATR" The Public Offers and Admissions to Trading Regulations 2024 (as amended)
"Shareholders" holders of Ordinary Shares
"SONIA" Sterling Overnight Index Average
"Strand Hanson" Strand Hanson Limited, registered in England and Wales with company number
02780169 and having its registered office at 26 Mount Row, London, W1K 3SQ
"Subscribers" has the meaning given to it in this Announcement
"Subscription" the proposed conditional subscription for the Subscription Shares at the Issue
Price by the Subscribers under the terms of the Subscription Letters
"Subscription Letters" the letters to be entered into between the Company and the Subscribers in
connection with the Subscription
"Subscription Shares" approximately 873,016 new Ordinary Shares to be issued by the Company at the
Issue Price pursuant to the Subscription
"Takeover Code" The City Code on Takeovers and Mergers (as amended)
"United States" has the meaning given to it in this Announcement
"Zeus Capital" Zeus Capital Limited, registered in England and Wales with company number
04417845 and having its registered office at 82 King Street, Manchester, M2
4WQ
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IOEUNSNRNRUOUAR
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Avacta
See all newsREG - Avacta Group PLC - Issue of Equity
AnnouncementRCS - Avacta Group PLC - Presentations of pre|CISION® Platform Candidates
AnnouncementREG - Avacta Group PLC - Phase 1 study opening for AVA6103
AnnouncementREG - Avacta Group PLC - PreCISION payload delivery advantage over ADC
AnnouncementRCS - Avacta Group PLC - Avacta to Participate in Conference March 2026
Announcement